Prohibition Against Subletting and Assignment. Subject to Section 24.3, Tenant shall not, without the prior written consent of Landlord (which consent Landlord may except as hereinafter expressly provided, grant or withhold in its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate of Tenant) this Lease or any interest herein, all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law; provided, however, that Landlord's consent to a proposed assignment of this Lease shall not be unreasonably withheld if the proposed assignee (together with any proposed guarantor(s) of the proposed assignee's obligations under this Lease) has a net worth and liquidity at least equal to the greater of Tenant's net worth and liquidity as of the Commencement Date and Tenant's net worth and liquidity as of the time of the assignment and is qualified (or agrees to engage qualified management) to operate the Leased Property in the manner operated by Tenant prior to the assignment (hereinafter collectively called the "Minimum Assignee Qualifications"). Landlord shall have a period of thirty (30) days after delivery to it of a request for assignment together with the financial and other information on the proposed assignee (and any proposed guarantors) necessary for Landlord to evaluate whether the proposed assignee satisfies the Minimum Assignee Qualifications and Landlord's failure to respond within thirty (30) days of Landlord's receipt of a request for assignment and all required information (as evidenced by a receipt signed and dated by Landlord) shall be deemed Landlord's approval of said assignee and said assignment. Any notice withholding consent must specify in detail the reasonable grounds for Landlord so withholding its consent. For purposes of this Section 24.1, an assignment of this Lease shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of this Lease.
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Prohibition Against Subletting and Assignment. Subject to Section 24.3, Tenant shall not, without the prior written consent of Landlord (which consent Landlord may except as hereinafter expressly provided, grant or withhold in its sole and absolute discretion, except as hereinafter expressly provided), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate of Tenant) this Lease or any interest herein, all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law; provided, however, that Landlord's consent to a proposed assignment of this Lease shall not be unreasonably withheld if if, as of the date of such assignment (a) the proposed assignee shall also be the assignee of all Other Property Leases, in accordance with the terms and conditions for assignment set forth therein, (b) the proposed assignee (together with any proposed guarantor(s) of the proposed assignee's obligations under this the Lease) has a net worth and liquidity worth, as evidenced by audited financial statements, of at least equal to Thirty Million Dollars ($30,000,000.00) and (c) the greater of Tenant's net worth and liquidity as of the Commencement Date and Tenant's net worth and liquidity as of the time of the assignment and is qualified proposed assignee, together with its Affiliates, manages or operates at least thirty (or agrees to engage qualified management30) to operate the Leased Property in the manner operated by Tenant prior to the assignment golf courses (hereinafter collectively called the "Minimum Assignee Qualifications"). Landlord shall have a period of thirty (30) days after delivery to it of a request for assignment together with the financial and other information on the proposed assignee (and any proposed guarantors) necessary for Landlord to evaluate whether the proposed assignee satisfies the Minimum Assignee Qualifications and Landlord's failure to respond within thirty (30) days of Landlord's receipt of a request for assignment and all required information (as evidenced by a receipt signed and dated by Landlord) shall be deemed Landlord's approval of said assignee and said assignment. Any notice withholding consent must specify in detail the reasonable grounds for Landlord so withholding its consent. For purposes of this Section 24.1, an assignment of this Lease shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of this Lease.
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